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Oncotelic Therapeutics (OTLC) awards 17,796 RSUs tied to uplisting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Oncotelic Therapeutics, Inc. approved equity incentives for directors, officers, employees and advisors by granting an aggregate 17,796 restricted stock units (RSUs) under Restricted Stock Unit Award Agreements. Each RSU represents a contingent right to receive one share of Series A Convertible Preferred Stock, which is convertible into 1,000 shares of common stock.

The RSUs vest only if the company’s common stock is uplisted to a national stock exchange on or before June 30, 2027, or a later date if extended by the board, and the recipient continues service for six months after the uplisting. Otherwise, the RSUs automatically expire and are forfeited. Grants include 2,000 RSUs to CEO Vuong Trieu and 1,500 RSUs each to several senior executives. The awards are granted at no cost to recipients and rely on the private-offering exemption in Section 4(a)(2) of the Securities Act.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
RSUs granted 17,796 RSUs Aggregate restricted stock units awarded to directors, officers, employees and advisors
CEO RSUs grant 2,000 RSUs Award to Vuong Trieu, Chairman of the Board and Chief Executive Officer
Senior officer RSUs grant 1,500 RSUs Awards to Anthony E. Maida III, Saran Saund and Amit Shah
Director RSUs grant 250 RSUs Awards to director Steven W. King and executive Seymour Fein
Conversion ratio 1,000 shares of Common Stock per Preferred Stock share Each Series A Convertible Preferred Stock share is convertible into common stock
Vesting deadline June 30, 2027 Latest uplisting date for RSUs to vest, subject to possible board extension
Post-uplisting service period six months Continuous service required after uplisting for RSUs to vest
Par value $0.01 Par value of both Series A Convertible Preferred Stock and common stock
Restricted Stock Units financial
"approved the granting of certain restricted stock units (RSUs)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Series A Convertible Preferred Stock financial
"one (1) share of the Company’s Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Section 4(a)(2) of the Securities Act regulatory
"in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
uplisted financial
"if the Company’s common stock is uplisted onto a national stock exchange"
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
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Learn about SEC filing dates

FAQ

What RSU grants did Oncotelic Therapeutics (OTLC) approve on July 10, 2026?

Oncotelic Therapeutics approved 17,796 RSUs for directors, officers, employees and advisors. Each RSU provides one share of Series A Convertible Preferred Stock, which can convert into 1,000 shares of common stock, subject to specified vesting conditions.

What are the vesting conditions for the new OTLC RSU awards?

The RSUs vest only if OTLC’s common stock is uplisted to a national stock exchange by June 30, 2027 (or a later board-approved date) and the recipient remains in continuous service for six months after that uplisting; otherwise, the RSUs are forfeited.

How are the OTLC RSUs settled and what stock do recipients receive?

Upon vesting, each OTLC RSU is settled by delivering one share of Series A Convertible Preferred Stock. Each preferred share is, in turn, convertible into 1,000 shares of common stock, linking award value to future equity performance.

Which key executives at Oncotelic Therapeutics (OTLC) received RSU grants and in what amounts?

CEO Vuong Trieu received 2,000 RSUs. Executives Anthony E. Maida III, Saran Saund and Amit Shah each received 1,500 RSUs, while Steven W. King and Seymour Fein each received 250 RSUs, reflecting grants across the senior leadership team.

Under what securities law exemption were the OTLC RSUs issued?

The RSUs were issued in reliance on Section 4(a)(2) of the Securities Act, which provides an exemption from registration for certain private offerings. The company states the awards were granted at no cost to recipients under this exemption.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

July 10, 2026

 

 

 

ONCOTELIC THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-21990   13-3679168

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

29397 Agoura Road, Suite 107

Agoura Hills, CA 91301

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code

(650) 635-7000

 

Not applicable.

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of class   Trading Symbols   Name of each exchange on which registered
N/A   OTLC    

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 3.02 Unregistered Sale of Equity Securities.

 

See Item 5.02, below.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 10, 2026, the board of directors (the “Board”) of Oncotelic Therapeutics, Inc. (the “Company”) approved the granting of certain restricted stock units (“RSUs”) to the Company’s directors and officers and to certain employees and advisors, that are employed by the Company or affiliates of the Company, pursuant to the terms of Restricted Stock Unit Award Agreements (the “RSU Agreements”). In the aggregate 17,796 RSUs were awarded, including the RSUs issued to the Company’s directors and officers.

 

Each RSU represents the contingent right to receive one (1) share of the Company’s Series A Convertible Preferred Stock, par value $0.01 (“Preferred Stock”), subject to performance and time-based vesting. Each share of Preferred Stock is convertible, by its terms, into 1,000 shares of the Common Stock.

 

The RSUs will vest if the Company’s common stock, par value $0.01 per share (“Common Stock”) is uplisted onto a national stock exchange on or before June 30, 2027, or such period as extended by the Board, subject to the recipient’s continuing to remain in service with the Company or its affiliated entity for a period six months after such uplisting. Each RSU will be settled by delivery of Preferred Stock immediately upon vesting. If the uplisting does occur not by June 30, 2027, or such period as extended by the Board, or, the recipient’s continuous service terminates before six months following the uplisting, then the RSUs would expire and automatically be forfeited.

 

The names of the directors and officers who have received RSU awards, their titles, and the number of RSUs granted are reflected in the table below:

 

Name of the person   Director or Officer   Number of RSUs granted
Vuong Trieu, Ph.D.   Director, Chairman of the Board and Chief Executive Officer   2,000
Anthony E. Maida III, Ph.D., M.A., M.B.A.   Director and Chief Medical Officer – Translation Medicine   1,500
Steven W. King   Director   250
Seymour Fein, M.D.   Chief Medical Officer and Chief Regulatory Officer   250
Saran Saund   Chief Business Officer   1,500
Amit Shah   Chief Financial Officer   1,500

 

The RSUs have been granted at no cost to all the recipients and are subject to the terms and conditions of the RSU Agreement between the Company and the recipient.

 

The issuance of the RSUs is exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act.

 

The foregoing descriptions of the RSU Agreement is qualified in their entirety by reference to the full text of the form of such agreements, a copies of which is attached as Exhibit 10.1, and which is incorporated herein in its entirety by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description   Incorporation by reference
         
10.1   Form of Restricted Stock Unit Grant Agreement   Filed herewith
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).    

 

-2-
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Oncotelic Therapeutics, Inc.
     
Date: July 14, 2026   /s/ Vuong Trieu
  By: Vuong Trieu
    Chief Executive Officer

 

-3-

 

Filing Exhibits & Attachments

4 documents